0001393401-10-000168 Sample Contracts

AMERICAN REALTY CAPITAL NEW YORK RECOVERY REIT, INC. UP TO 175,000,000 SHARES OF COMMON STOCK EXCLUSIVE DEALER MANAGER AGREEMENT
Exclusive Dealer Manager Agreement • April 7th, 2010 • American Realty Capital New York Recovery Reit Inc • Real estate investment trusts • New York
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FORM OF AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEW YORK RECOVERY OPERATING PARTNERSHIP, L.P.
Exchange Rights Agreement • April 7th, 2010 • American Realty Capital New York Recovery Reit Inc • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEW YORK RECOVERY OPERATING PARTNERSHIP, L.P. (this “Agreement”), dated as of , 2010, is entered into by and among AMERICAN REALTY CAPITAL NEW YORK RECOVERY REIT, INC., a Maryland corporation, as general partner (the “General Partner”), and NEW YORK RECOVERY ADVISORS, LLC, a Delaware limited liability company, as Limited Partner (the “Initial Limited Partner”), and the Limited Partners party hereto from time to time.

FORM OF AMENDED AND RESTATED ADVISORY AGREEMENT BY AND AMONG AMERICAN REALTY CAPITAL NEW YORK RECOVERY REIT, INC., NEW YORK RECOVERY OPERATING PARTNERSHIP, L.P., AND NEW YORK RECOVERY ADVISORS, LLC
Advisory Agreement • April 7th, 2010 • American Realty Capital New York Recovery Reit Inc • Real estate investment trusts • New York

THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”) dated as of , 2010 is entered into among American Realty Capital New York Recovery REIT, Inc., a Maryland corporation (the “Company”), New York Recovery Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and New York Recovery Advisors, LLC, a Delaware limited liability company.

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